McEwen Inc. — Director's Dealing 2014

Jul 23, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: McEwen Mining Inc. (MUX)
CIK: 0000314203
Period of Report: 2014-07-22

Reporting Person: AMBROSE ALLEN V (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-22	Common Stock	C	14454	—	Acquired	382404	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-22	Exchangeable Shares	$	C	14454	Disposed		Common Stock (14454)	Direct

Footnotes

F1: Exchangeable Shares are exchangeable on a one-for-one basis for Common Stock at any time at the option of the holder, and are intended to have to the extent practicable, the same economic, voting and other rights as the Common Stock.

F2: Exchangeable Shares may be converted into Common Stock (i) upon certain changes in Canadian tax law, (ii) upon a liquidation, dissolution or winding up of McEwen Mining-Minera Andes acquisition Corp. ("Exchangeco"), or (iii) upon a liquidation of McEwen Mining Inc. ("the Company"). Exchangeco may accelerate redemption in the event that: (A) fewer than 5% of the Exchangeable Shares are outstanding; (B)(1) the Company undergoes a change of control or a change of control is approved, (2) the shareholders of the Company approve a liquidation or (3) the Company disposes of substantially all of its assets and it is not reasonably practicable to substantially replicate the Exchangeable Shares; or (C) certain voting events are proposed that affect the substantial equivalence of Exchangeable Shares and Common Stock.